Preview | Line of Credit Agreement |

THIS IS A LINE OF CREDIT AGREEMENT (the Agreement), dated as of the 28^th day of April, 2006, between SPITZ, INC., a Delaware corporation (Borrower), with an address of P.O. Box 198, Route 1, Chadds Ford, Pennsylvania, 19317; FIRST KEYSTONE BANK, a federally chartered stock savings bank organized and existing under the laws of the United States of America, with a principal business office located at 22 West State Street, Media, Pennsylvania, 19063 (Lender); and EVANS & SUTHERLAND COMPUTER CORPORATION, a Utah corporation (hereinafter the Guarantor) .

1. DEFINITIONS. The following terms when used in this Agreement shall have the respective meanings set forth below:

1.2. Collateral: The Land and all personal property, tangible and intangible, including without limitation any and all accounts, inventory, software, and equipment, which is now or at anytime hereafter owned by Borrower subject only to the Permitted Liens.

1.3. Commitment Letter: A certain Commitment Letter from Lender to Borrower dated February 8, 2006.

1.4. Event of Default: The occurrence of any event described in Paragraph 5.1 hereof.

1.5. Governmental Authority: The United States of America, the Commonwealth of Pennsylvania, and any political subdivision thereof in which Borrowers principal place of business is located, including without limitation, County of Delaware, the Township of Chadds Ford, and any agency, department, court, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Borrower.

1.6. Guaranty: The Guaranty and Suretyship agreement of Guarantor guaranteeing the payment and performance obligations of Borrower set forth in the Loan Documents.

1.7. Land: The real property currently occupied by Borrower located at Route 1, Chadds Ford Township, Delaware County, Pennsylvania, being Folio No. 04-00-00034-02, as more particularly described on Exhibit A to the Mortgage, together with all of the property rights, title, interests, easements and other rights appurtenant to such real property and defined in the Mortgage as the Mortgaged Property.

1.8. Legal Requirements: All applicable laws, statutes, ordinances, rulings, regulations, codes, decrees, orders, judgments, conditions, restrictions and requirements of any Governmental Authority, including, without limitation, agreements, requirements, restrictions and conditions related to any permit, approval or other grant of authority, which, if not complied with, would have a Material Adverse Effect on the Borrower, the Borrowers business, or the Collateral.

1.9. Loan: The credit facility of up to Three Million Dollars ($3,000,000.00) to be advanced by Lender to Borrower pursuant to this Agreement and to be evidenced by the Note and secured by, among other things, the Mortgage, the Security Agreement, the Pledge Agreement and the Guaranty.

1.10. Loan Documents: All agreements, documents, instruments, certificates, legal opinions and other papers executed and delivered or otherwise furnished by Borrower or Guarantor to Lender in connection with the Loan including, without limitation, this Agreement, the Mortgage, the Security Agreement, the Pledge Agreement, the Note, and the Guaranty.

1.11. Material Adverse Effect: An event or occurrence which, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Borrower or the Collateral.

1.12. Maturity Date: The earlier to occur of: (i) demand by Lender in the event of either the occurrence of an Event of Default or the retirement, termination, departure from the employ of Borrower or the substantial diminution of the management authority or responsibilities of either Jonathan Shaw or Paul Dailey in the operations of Borrower; (ii) thirty (30) days of demand; or (iii) June 30, 2007.

1.13. Mortgage: The mortgage of even date herewith from Borrower to Lender granting a second lien mortgage and security interest in, among other things, the Land.

1.14. Note: The Line of Credit Note of even date herewith from Borrower to Lender evidencing the Loan in the maximum principal amount of up to Three Million Dollars ($3,000,000.00) and all extensions, renewals and modifications thereof.

1.15. Permitted Liens: Permitted Liens means the following with respect to the Collateral exclusive of the Land: (i) purchase money security interests; (ii) leases of specific items of equipment consented to in writing by Lender; (iii) liens for taxes not yet payable; (iv) additional security interests and liens consented to in writing by Lender; (v) security interests being terminated substantially concurrently with the Loan Documents (hereinafter defined); (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in

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JONES, STROHM & GUTHRIE		10 Beatty Road
A Professional Corporation		Media, Pennsylvania 19063
Attorneys At Law		Telephone (610) 565-7100
		Fax (610) 565-7180